A T T O R N E Y   A D V E R T I S I N G
A T T O R N E Y   A D V E R T I S I N G

"Well, I don't know as I want a lawyer to tell me what I cannot do.
I hire him to tell how to do what I want to do."

- J. P. Morgan
Karen J. Orlin

P.O. Box 7855
New York, New York 10116-7855
Telephone: (305) 794-6387
Email: karen@orlinlaw.com
View my LinkedIn Profile


Karen J. Orlin P.L., a law firm, and its Managing Member, Karen J. Orlin, focus on legal services to law firms, privately owned businesses and investors, limited liability companies (LLCs) and corporations, and not-for-profit entities such as non-governmental organizations.

Ms. Orlin relocated her primary legal residence from South Florida to New Jersey in March 2019, continues to maintain her law firm’s virtual office in South Florida, and is admitted to practice law in New York and Florida. 

Those legal services include:

  • Transactions: mergers, acquisitions, sales, exchanges, conversions, reorganizations, dissolutions, strategic alliances, and other business and commercial transactions,
  • Governance and fiduciary duty: corporation, limited liability company, joint venture, partnership, banks, other financial institutions, and not-for-profit entity governance and fiduciary duty,
  • Business ownership, governance, financing, and transaction agreements: shareholder agreements, shareholders’ agreements, stockholder agreements, stockholders’ agreements, member agreements, owner agreements, operating agreements, corporation agreements, limited liability company agreements, partnership agreements, voting agreements, sale restriction agreements, option agreements, subscription agreements, investor agreements, credit agreements, loan agreements, confidentiality agreements, non-competition agreements, non-solicitation agreements, dissolution agreements, licensing agreements, distribution agreements, agency agreements, vendor agreements, customer agreements, sales agreements, purchase agreements, purchase and sale agreements, operational agreements, business agreements, commercial agreements, promissory notes, instruments of indebtedness, and debt instruments, and
  • Services agreements: employment agreements, independent contractor agreements, consulting agreements, principal agreements, severance agreements, separation agreements, and expatriation agreements.
  • Copyright registration: Drafting applications for reconsideration by the U.S. Copyright Office of its denial of copyright registration of works of the visual arts, sound recordings, and literary works.
  • UPL and Entity Formation and Registration: Legal advice regarding requirements of Florida law and ethics rules, including among others Florida entity incorporation, formation, organization, qualification, registration, and authorization requirements and unlicensed practice of law restrictions, upon opening and maintaining by interstate law firms and international law firms of an office in Florida for the practice of law in Florida and to render legal services to individuals maintaining their primary legal residences in Florida and entities maintaining their principal places of business in Florida.

Ms. Orlin provides forensic consulting, litigation support, and expert witness services in corporation, limited liability company, banks, other financial institutions, and not-for-profit entity governance and fiduciary duty, and in attorneys’ ethical and fiduciary duties and standard of care.

Denying defendant’s motion for summary judgment in a legal malpractice case pending in the Circuit Court in the State of South Dakota, the judge said, “[Plaintiff’s] expert, Miss Orlin, says. . . that the rules of ethics talk about clients and former clients and if you know that you’ve committed malpractice that injured a former client. . . it’s a continuing tort if you don’t inform the former client.”

U.S News & World Report quoted and relied upon Ms. Orlin in its article entitled, “What Does ‘Of Counsel’ Mean?” published on November 6, 2023:

She is a Financial Industry Regulatory Authority (FINRA) Dispute Resolution Arbitrator (Northeast Region), Chair Status: Qualified, and a Panelist–American Arbitration Association National Roster of Arbitrators in commercial and consumer cases.
She is a published author and seminar and webinar presenter regarding:

  • mergers and acquisitions and securities law,
  • legal opinion letters,
  • limited liability company, corporation, and not-for-profit entity organization, governance, and fiduciary duty,
  • legal ethics and fiduciary duty, and
  • arbitration and alternative dispute resolution (ADR)

and has taught law school, paralegal studies, and community education legal studies courses in Miami and New York City.

Ms. Orlin holds a J.D. from the Harvard Law School and a Bachelor of Arts, summa cum laude in mathematics from the University of Pennsylvania, where she was elected to Phi Beta Kappa.

She is AV Preeminent® Peer Review Rated* by Martindale-Hubbell®, named among Super Lawyers in 2021 and 2022 by Thomson Reuters, Florida’s Top Rated Lawyers of 2021 by Legal Leaders  (ALM 2021 in The Daily Business Review), South Florida’s Top Rated Lawyers of 2015-2018 by Legal Leaders (ALM 2015-2018 in The Miami Herald and The Daily Business Review), and Florida Legal Elite™ by Florida Trend magazine (July 2010), and listed in numerous, including current, editions of The Marquis Who’s Who in the WorldWho’s Who in America, and Who’s Who in American Law. She received the 2018 and 2019 Albert Nelson Marquis Lifetime Achievement Award “as a result of . . . hard work and dedication to . . . [the] profession.”

The first nine years of Ms. Orlin’s legal career were in private practice with Kronish, Lieb, Shainswit, Weiner & Hellman LLP (now Cooley LLP) in New York City, where she handled a broad range of business, commercial, and securities matters. From 1982 through February 2019, she practiced primarily in South Florida: mostly in private practice including such law firms as Akerman, Senterfitt & Eidson, P.A. (now Akerman LLP), seven years as Senior Vice President and Associate Counsel for a regional, publicly owned financial institution acquired in 1995 by a bank that is now a division of Wells Fargo Bank, N.A., and, during 2007, as General Counsel for a national bank. Since March 2019, she has practiced in private practice primarily in New York City while continuing to serve clients in Florida.

Representative Matters

  • Asset and stock sale of a farm and distribution business to a public company for $92 million.
  • Asset and equity sales of small and medium-sized, privately owned school and medical equipment businesses to larger privately or publicly owned entities.
  • $45 million international asset based revolving credit facility guaranteed by The Export Import Bank of the United States.
  • Reclassifications of equity and restructuring of entity ownership relationships.
  • Organization, regulation, and governance of a Florida commercial bank, national banks, and other financial institutions.

Selected Professional and Community Activities and Interests

  • Member, Business Law Section, its Dispute Resolution Committee, and its Professional Responsibility Committee, and member, Section of Dispute Resolution and Senior Lawyers Division  (including  member, Business Law Committee and Ethics and Professionalism Committee, and Chair and former Co-Vice Chair of Senior Lawyers Division Alternative Dispute Resolution Committee), American Bar Association.
  • Member, New York City Bar Association, and its Professional Responsibility Committee (also served on that committee 2015-2018); affiliate member of its Alternative  Dispute Resolution Committee; former member of  its Task Force on the Rule of Law, Task Force for the Independence of Lawyers and Judges, Professional Ethics Committee, Small Law Firm Committee, and Securities Committee; former Co-Chair of its Corporate Mentoring Circle.
  • Former member, New York State Bar Association, and its Not-For-Profit Corporations Law Committee.
  • Member and former Chair, Vice Chair, and Co-Vice Chair, Corporations, Securities, and Financial Services Committee, Business Law Section, The Florida Bar; member, its business entity statutory revision subcommittees; former Chair, its blue sky statutory revision subcommittee.
  • Member, New York Regional Expert Witness Association.
  • Manager, Grandma Communications LLC, owner of Grand Central® Radio and https://www.grandcentralradio.com, The Grandparents’ Community Platform.
  • Member, The Ridgewood Arts Council, Village of Ridgewood, NJ.
  • Member, American Mensa, Ltd., New York City Chapter.
  • Former member, Executive Council, Business Law Section, former member and Vice Chair, Committee on Relations with CPAs and FICPA, and former member, Professional Ethics Committee, The Florida Bar, and former editor of case notes regarding not-for-profit corporations in The Florida Bar Business Law Journal-Case Law Update published by Business Law Section, The Florida Bar.
  • Former member: Coral Gables Chamber of Commerce; Harvard Club of Miami.
  • Former member: Boards of Directors of Harvard Club of Miami and Friends of the University of Miami School of Music.
  • Former President and former Secretary, University of Pennsylvania Dade Alumni Club.
  • Former member: Rotary Club, Downtown Miami Chapter (Paul Harris Fellow).
  • Former member: South Florida Regional Cabinet, Eliot Society, and Executive Committee of Parents’ Council, Washington University in St. Louis; Trustees’ Council and Regional Cabinet, University of Pennsylvania; The Wharton School Club of South Florida.
  • Completed five full marathons (including two New York City marathons) and ten half marathons, including three events with Team in Training program, The Leukemia & Lymphoma Society.


Peer Reviewed

View Our Videos

Audio Presentation of Webinar To LLC or Not To LLC Florida Update

PowerPoint Presentation of To LLC or Not To LLC Florida Update
Click Here to view To LLC or Not To LLC: Florida Update (04/18/2018).
Click Here to view Some Judicial Opinions Since 2015 Affecting Florida LLCs (04/18/2018).

Video Presentation of Portion of American Bar Association Senior Lawyers Division ADR Committee Webinar ADR for Transactional and New Attorneys entitled Ten Commandments of Ethics and Professionalism in Arbitration
(May 19, 2021).
Click Here to view Ten Commandments of Ethics and Professionalism in Arbitration (May 19, 2021).

Video of Webinar Presented on June 29, 2022, to a Meeting of the American Bar Association Senior Lawyers Division ADR Committee entitled Tip of an Iceberg For Arbitration Titanic: H.R. 4445.
Click Here to view Tip of an Iceberg For Arbitration Titanic: H.R. 4445 (June 30, 2022).

Video of Webinar Presented on March 22, 2023 to a Meeting of the American Bar Association Senior Lawyers Division ADR Committee entitled What New Lawyers and Lawyers New To Litigation, Arbitration, or Mediation Must Know About Arbitration and Mediation.

Video of Webinar Presented on May 24, 2023 to a Meeting of the American Bar Association Senior Lawyers Division ADR Committee entitled Update on AAA Commercial Rules with Jeff Zaino.

Video of Webinar Presented on June 28, 2023 to a Meeting of the American Bar Association Senior Lawyers Division ADR Committee entitled FINRA Dispute Resolution Forum.

Video Presentation of Portion of American Bar Association Senior Lawyers Division Webinar LRSS: Lawyer Succession Planning-Limitless Opportunities entitled Ethical Issues in Lawyer Succession Planning (November 6, 2023).
Click Here to view Ethical Issues in Lawyer Succession Planning (November 6, 2023).

Media Resources

Click Here to view Karen Orlin’s resume (04/07/2024).

Click Here to view Florida Not For Profit Corporation Act 2009 Amendments (2010).

Click Here to view “The Business Judgment Rule” for Directors of Not For Profit Corporations (2011).

Click Here to view Understanding The World of Minority Rights and Fiduciary Obligations (2011).

Click Here to view Walking the Ethical Line (2011).

Click Here to view Articles of Organization and Operating Agreement Provisions Modifying Default Provisions of New York Limited Liability Company Law (2013).

Click Here to view The Title “Managing Member” under The Florida Revised Limited Liability Company Act (2015).

Click Here to view The Advantages and Disadvantages of Forming a Florida Limited Liability Company (LLC) Versus a Florida Corporation (2015).

Click Here to view The Ethics of Harassment and Discrimination by Attorneys (2021).

Click Here to view Who is an Expert in Fiduciary Duty in Attorneys’ and Managements’ Professional Liability Disputes? (2022)

Click Here to view Ethical Issues in Lawyer Succession Planning (2023)

Karen J. Orlin P.L., Karen J. Orlin and its and her affiliates and suppliers make available the information and materials on this web site for general informational purposes only. That information and those materials are not intended to constitute, and do not constitute, legal advice and are not intended to constitute, and do not constitute, a solicitation for the formation of an attorney-client relationship; no attorney-client relationship is created through your use of this web site or your receipt of that information or those materials. Anyone accessing that information or those materials should not act upon them without first seeking legal counsel. Further, that information and those materials are general in nature, and may not apply to particular factual or legal circumstances.

The attorney-client relationship can be formed only by the execution of an engagement letter agreement countersigned by Karen J. Orlin P.L. In addition, unsolicited e-mails and information sent to Karen J. Orlin P.L. or Karen J. Orlin do not create an attorney-client relationship with Karen J. Orlin P.L. or Karen J. Orlin, will not be considered confidential, and may be disclosed to others pursuant to this law firm’s Privacy Policy.

Karen J. Orlin P.L. and Karen J. Orlin accept clients only in accordance with certain formal procedures and render legal advice only after completion of those procedures. Karen J. Orlin P.L. and Karen J. Orlin do not seek to represent anyone desiring representation based upon accessing this web site in any jurisdiction where this web site fails to comply with applicable laws and ethical rules. In addition, no attorney of this law firm seeks to practice law in any jurisdiction in which that attorney is not properly authorized to do so. Ms. Orlin is admitted to practice law only in New York and Florida.